Constituent Documents and Governmental Rules Sample Clauses

Constituent Documents and Governmental Rules. The Company is in compliance with (a) its charter and bylaws (correct and complete copies of which have been delivered to Buyer) and (b) all Governmental Rules applicable to the Company or its business or assets.
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Constituent Documents and Governmental Rules. (a) Seller is in compliance with (a) its charter and bylaws (correct and complete copies of which have been delivered to Buyer) and (b) all Governmental Rules applicable to Seller, the Business or the Assets.
Sample 1
Constituent Documents and Governmental Rules. Each of the R Systems Companies is in compliance, in all material respects, with (a) its charter and by-laws or other governing documents and (b) to the best knowledge of the R Systems Parties, all Governmental Rules applicable to it, or its business or assets. The R Systems Companies have, at all times, been in compliance in all material respects with all applicable export and reexport requirements, including, but not limited to the U.S. Export Administration Act, the U.S. Arms Export Control Act, the U.S. Trading with the Enemy Act and any regulations, orders and licenses issued thereunder (collectively, the "U.S. EXPORT LAWS"). None of the R Systems Companies have been, or are currently, debarred, suspended, prohibited or impaired from exporting, reexporting, receiving, purchasing, procuring or otherwise obtaining any product, commodity, or technical data regulated by any agency of the government of the United States. In particular, none of the R Systems Companies have provided products or services, directly or indirectly, that are deemed to be of U.S. origin under the U.S. Export Laws to foreign parties in contravention of the U.S. Export Laws or any other applicable law and/or regulation.
Sample 1
Constituent Documents and Governmental Rules. Each of the UBICS Companies is in compliance, in all material respects, with (a) its charter and by-laws or other governing documents and (b) to the best knowledge of UBICS, all Governmental Rules applicable to it, or its business or assets. The UBICS Companies have, at all times, been in compliance in all material respects with all applicable export and reexport requirements, including, but not limited to the U.S. Export Laws. None of the UBICS Companies have been, or are currently, debarred, suspended, prohibited or impaired from exporting, reexporting, receiving, purchasing, procuring or otherwise obtaining any product, commodity, or technical data regulated by any agency of the government of the United States. In particular, none of the UBICS Companies have provided products or services, directly or indirectly, that are deemed to be of U.S. origin under the U.S. Export Laws to foreign parties in contravention of the U.S. Export Laws or any other applicable law and/or regulation.
Sample 1
Constituent Documents and Governmental Rules. Cobalt is in compliance, in all material respects, with (a) its charter and by-laws and (b) all Governmental Rules applicable to it, or its business or assets.
Sample 1
Constituent Documents and Governmental Rules. Except as set forth on Schedule 2.11, DSF is in compliance, in all material respects, with (a) its Memorandum and Articles of Association and (b) all Governmental Rules applicable to it, or its business or assets. DSF has from time to time complied with all the statutory requirements under The Companies Act, 1956, and with applicable provisions of relevant statutes.
Sample 1
Constituent Documents and Governmental Rules. Seller is in compliance with (a) its charter and bylaws and (b) all Governmental Rules applicable to Seller, the Business or the Assets, except, in each case, for such non-compliance as, individually or in the aggregate, has not resulted in, and is not likely to result in, a Material Adverse Change.
Sample 1
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Constituent Documents and Governmental Rules. Company is in compliance with (a) its charter and by-laws and (b) all Governmental Rules applicable to Company, its business or its assets.
Sample 1
Constituent Documents and Governmental Rules. Parent and Sub are in compliance with (a) their charter and by-laws and (b) all Governmental Rules applicable to Parent and Sub and their respective businesses or assets, except, in each case, for such non-compliance as, individually or in the aggregate, has not resulted in, and is not likely to result in, a Parent Material Adverse Change.
Sample 1

Related to Constituent Documents and Governmental Rules

  • Constituent Documents No Borrower shall alter, amend, modify, terminate, or change any provision of its Constituent Documents, any Subscription Agreement or any Side Letter or enter any new Side Letter (each, a “Proposed Amendment”) if such Proposed Amendment would (a) affect the Borrower’s or any Investor’s debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Pending Capital Calls, Uncalled Capital Commitments that constitutes Collateral, or any other Collateral or any time period applicable thereto; (b) suspend, reduce or terminate any Investor’s Uncalled Capital Commitments or obligation to fund Capital Calls that constitutes Collateral; or (c) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of the Lenders hereunder (each, a “Material Amendment”). With respect to any Proposed Amendment by a Borrower or Guarantor, such Borrower or Guarantor, as applicable, shall notify Administrative Agent of such proposal. Administrative Agent shall within five (5) Business Days of such notification inform Borrowers whether or not such Proposed Amendment would constitute a Material Amendment. In the event that Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of all Lenders shall be required. Proposed Amendments that are not Material Amendments do not require Administrative Agent or Lender consent. Copies of all executed amendments and new Side Letters will be promptly provided to Administrative Agent. Notwithstanding anything to the contrary in the preceding paragraph, to the extent any amendment is being made to the Operative Documents of the Initial Borrower pursuant to a review by the Initial Borrower’s board of directors pursuant to the Investment Company Act of 1940, as amended, and it is impractical for the Initial Borrower to obtain the Administrative Agent’s and Lenders’ prior review and/or approval of such amendment pursuant to the preceding paragraph, Borrower may consummate such amendment without such prior review or consent; provided, however, that (i) such amendment is not a Material Amendment, and (ii) the Initial Borrower shall promptly (but in any event within five (5) Business Days of the effectiveness of such amendment) provide a copy of the executed amendment to the Administrative Agent for the Administrative Agent to determine whether such proposed amendment constitutes a Material Amendment.

  • Governing Documents Manager will provide Subadviser with copies of (i) the Trust’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund’s currently effective prospectus and statement of additional information, as set forth in the Trust’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.

  • Organization and Governmental Authorization; No Contravention The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

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